AGREEMENT OF BOT PROJECT

20.3 in the event any dispute should arise between the parties as to any technical matter in regard to the construction or operation of the infrastructure project, design and production standards shall be provided and the case shall forthwith be referred to the expert chosen by agreement of both parties. subject to arbitration, as hereinafter provided, such decision shall be final and binding upon the parties.

if the expert fails to render his decision within such_________ days or if either of the parties is dissatisfied with any such decision, the party may, within ______days after the expiration of the first-named period of _______days or after receiving notice of such decision, as the case may be, refer the dispute to arbitration as provided in clause 23.

21. waiver of sovereign immunity

b represents and warrants that this agreement is the commercial rather than public or governmental act and that b waives its right to claim immunity from legal proceedings with respect to itself or any of its assets on the ground of sovereignty or otherwise under any law or in any jurisdiction whether an action may be brought for the enforcement of any of the obligations arising under this agreement.

22. law and language

this agreement shall be governed by and construed in accordance with the laws of ____________except technical specifications. this agreement has six (6) originals in ____________language and each party holds three (3).

23. arbitration

all disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this agreement, or for the breach thereof shall be settled through amicable consultation. if three occasions of consultation fail to settle, the agreement on mutual encouragement and protection of investment between the government of the people's republic of china and the government of ______________________shall apply. in case the issue remains to be settled, it shall be finally settled by arbitration pursuant to the rules of conciliation and arbitration of the international chamber of commerce, by three (3) arbitrators designated in accordance with the said rules.

arbitration shall be held in ______________and shall use the ____________language.

the award rendered by arbitrators shall be final and binding upon the parties concerned.

in witness whereof, the parties hereto have caused their respective duly authorized representatives to execute the agreement on the ______day of _______in the year of ________. for and on behalf of the b for and on behalf of the c annex (sketch)